**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2016 OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:333-180779-21**

 

**Central Index Key Number of the issuingentity:0001657889**

 

**Morgan Stanley Capital I Trust 2015-UBS8**

**(exact name of issuing entity as specified in itscharter)**

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

**(exact name of the depositor as specified in itscharter)**

 

**Central Index Key Number of the sponsor:0001541886**

 

**UBS Real Estate Securities Inc.**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor:0001102113**

 

**Bank of America, National Association**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor:0001541557**

 

**Morgan Stanley Mortgage Capital Holdings LLC**

**(exact names of the sponsors as specified in theircharters)**

 

 

|                                                                |
|---------------------------------------------------------------------|
| **New York**                                                   |   |   |   |   |   |   |
|                                                                | **38‐3984646** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3984647** |
|                                                                | **38‐3984648** |
|                                                                | **38‐7143666** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

**c/o Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

Securitiesregistered pursuant to Section 12(b) of the Act:

 

  NONE.

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of "large accelerated filer", "acceleratedfiler" and "smaller reporting company" in Rule 12b-2 of theExchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2015-UBS8 mortgagepool includes the following mortgage loans, each of which is serviced pursuantto a separate pooling and servicing agreement (each, an “Outside Poolingand Servicing Agreement”):

 

·        the WPC Department Store Portfoliomortgage loan, which is serviced pursuant to the BACM 2015-UBS7 pooling andservicing agreement attached hereto as Exhibit 4.2;

 

·        the Cape May Hotels mortgage loan and the CharlesRiver North mortgage loan, which are serviced pursuant to the CSAIL 2015-C3pooling and servicing agreement attached hereto as Exhibit 4.3;

 

·        the Gulfport Premium Outlets mortgage,which was serviced pursuant to the MSC 2016-UBS8 pooling and servicingagreement attached hereto as Exhibit 4.1 (from 1/1/16 to 5/4/16) and, followingthe securitization of the related control note, the MSBAM 2016-C29 pooling andservicing agreement attached hereto as Exhibit 4.4 (from 5/5/16 to 12/31/16);and

 

·        Grove City Premium Outlets mortgage, whichwas serviced pursuant to the MSC 2016-UBS8 pooling and servicing agreementattached hereto as Exhibit 4.1 (from 1/1/16 to 6/6/16) and, following thesecuritization of the related control note, the BACM 2016-UBS10 pooling andservicing agreement attached hereto as Exhibit 4.5 (from 6/7/16 to 12/31/16). 

 

Except as set forth below,each of the parties to each pooling and servicing agreement listed in theExhibit Index both (1) participates in the servicing function for purposes ofItem 1122 of Regulation AB and (2) constitutes a servicer that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes ofItem 1123 of Regulation AB:

 

·        The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s onlyservicing function is the contingent obligation to make certain advances if themaster servicer under such pooling and servicing agreement fails to do so,while all other servicing functions are performed by other parties. The trusteeunder each of the pooling and servicing agreements listed in the Exhibit Indexhas confirmed to the registrant that it has not made any such contingentadvances during the reporting period, and consequently, each such trustee doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

·        The certificate administrator under apooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction. Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

·        The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. The operating advisor under apooling and servicing agreement does not have any obligations with respect toany other transaction and is solely obligated to perform loan reportingfunctions with respect to the securitization governed by such pooling andservicing agreement.  Consequently, the operating advisor under an OutsidePooling and Servicing Agreement neither participates in the servicing functionfor purposes of Item 1122 of Regulation AB nor performs the functions of aservicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101of Regulation AB and does not perform the functions of a servicer for purposesof Item 1123 of Regulation AB.

 

·        Wells Fargo Bank, National Association isthe master servicer under the MSBAM 2016-C29, pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master servicer under BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan isserviced.  Because Wells Fargo Bank, National Association is not the MSC2015-UBS8 master servicer, is not affiliated with any sponsor and services onlythe Gulfport Premium Outlets mortgage loan and the Grove City Premium Outletsmortgage loan, which collectively constitute more than 5% but less than 10% ofthe mortgage pool, Wells Fargo Bank, National Association, as MSBAM 2016-C29master servicer and BACM 2016-UBS10 master servicer constitutes a reporting“servicing function participant” for purposes of Item 1122 of RegulationAB, as specified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, asspecified in the Instruction to Item 1123.

 

·        LNR Partners, LLC is the special servicerunder the BACM 2015-UBS7 pooling and servicing agreement, pursuant to which theWPC Department Store Portfolio mortgage loan is serviced. Because LNR Partners,LLC is not the MSC 2015-UBS8 special servicer, is not affiliated with anysponsor and services only the WPC Department Store Portfolio mortgage loan,which constitutes less than 5% of the mortgage pool, LNR Partners, LLC, as BACM2015-UBS7 special servicer does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

·        U.S. Bank National Association is thecustodian under the BACM 2015-UBS7 pooling and servicing agreement, pursuant towhich the WPC Department Store Portfolio mortgage loan is serviced. BecauseU.S. Bank National Association is not the MSC 2015-UBS8 custodian, is notaffiliated with any sponsor and services only the WPC Department StorePortfolio mortgage loan, which constitutes less than 5% of the mortgage pool,U.S. Bank National Association, as BACM 2015-UBS7 custodian does not constitutea reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

·    Aegon USA Realty Advisors, LLC is the special servicer with respect to theCharles River Plaza North mortgage loan (following the replacement by therelated controlling note holder of Rialto Capital Advisors, LLC as the specialservicer with respect to such mortgage loan) under the CSAIL 2015-C3 pooling andservicing agreement.  Because Aegon USA Realty Advisors, LLC is not theMSC 2015-UBS8 special servicer, is not affiliated with any sponsor and servicesonly the Charles River Plaza North mortgage loan, which constitutes less than5% of the mortgage pool, Aegon USA Realty Advisors, LLC, as CSAIL 2015-C3special servicer does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified inthe Instruction 3 to Item 1122, and does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

In addition, each of thefollowing parties engaged the services of certain servicing functionparticipants and sub-servicers for the reporting period, as set forth below:

 

·        Wells Fargo Bank, National Association, asmaster servicer under the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced,engaged the services of CoreLogic Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the Gulfport Premium Outlets mortgage loan and the Grove CityPremium Outlets mortgage loan for the reporting period.  In addition,Wells Fargo Bank, National Association, as master servicer under the MSBAM2016-C29 pooling and servicing agreement, engaged the services of Midland LoanServices, a Division of PNC Bank, National Association as a sub-servicer withrespect to the Gulfport Premium Outlets mortgage loan.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accounting Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Notapplicable.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(5) filing dated December 14, 2015, and other than as follows:

 

OnJune 18, 2014, a group of institutional investors filed a civil complaint inthe Supreme Court of the State of New York, New York County, against WellsFargo Bank, N.A. (“Wells Fargo Bank”), in its capacity as trusteeunder 276 residential mortgage backed securities (“RMBS”) trusts,which was later amended on July 18, 2014, to increase the number of trusts to284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion tovoluntarily dismiss the state court action without prejudice. That same day, agroup of institutional investors filed a putative class action complaint in theUnited States District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “FederalCourt Complaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similar complaintsfiled contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC,Bank of New York Mellon and US Bank) by a group of institutional investorplaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges thatthe trustee caused losses to investors and asserts causes of action based upon,among other things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought includes money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. Other cases allegingsimilar causes of action have been filed against Wells Fargo Bank and othertrustees in the District Court by RMBS investors in these and othertransactions, and these cases against Wells Fargo Bank are proceeding beforethe same District Court judge. A similar complaint was also filed May 27, 2016in New York state court by a different plaintiff investor. On January 19, 2016,an order was entered in connection with the Federal Court Complaint in whichthe District Court declined to exercise jurisdiction over 261 trusts at issuein the Federal Court Complaint; the District Court also allowed plaintiffs tofile amended complaints as to the remaining, non-dismissed trusts, if they sochose, and three amended complaints have been filed. On December 17, 2016, theinvestor plaintiffs in the 261 trusts dismissed from the Federal CourtComplaint filed a new complaint in New York state court (the “State CourtComplaint”). Motions to dismiss all of the actions are pending except forthe recently filed State Court Complaint. There can be no assurances as to theoutcome of the litigations, or the possible impact of the litigations on thetrustee or the RMBS trusts. However, Wells Fargo Bank denies liability andbelieves that it has performed its obligations under the RMBS trusts in goodfaith, that its actions were not the cause of any losses to investors, and thatit has meritorious defenses, and it intends to contest the plaintiffs’claims vigorously.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.**

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(5) filing dated December 14,2015, (i) Wells Fargo Bank, National Association, the master servicer under theMSBAM 2016-C29 pooling and servicing agreement, pursuant to which the GulfportPremium Outlets mortgage loan is serviced, and the master servicer under theBACM 2016-UBS10 pooling and servicing agreement, pursuant to which the GroveCity Premium Outlets mortgage loan is serviced, is also the MSBAM 2015-UBS8custodian and the custodian under each Outside Pooling and Servicing Agreementpursuant to which the outside serviced mortgage loans (other than the WPCDepartment Store Portfolio mortgage loan) are currently serviced; and (ii)Rialto Capital Advisors, LLC, the special servicer under the MSBAM 2016-C29pooling and servicing agreement, pursuant to which the Gulfport Premium Outletsmortgage loan is serviced, and special servicer under the BACM 2016-UBS10 poolingand servicing agreement, pursuant to which the Grove City Premium Outletsmortgage loan is serviced, is also the special servicer for the Cape May Hotelsmortgage loan, which is serviced under the CSAIL 2015-C3 pooling and servicingagreement. 

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of December 1, 2015, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, Rialto Capital Advisors, LLC,as special servicer, Situs Holdings, LLC, as trust advisor, and Wells FargoBank, National Association, as trustee, certificate administrator, certificateregistrar, authenticating agent and custodian (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K/A filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September 1, 2015, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, LNRPartners, LLC, as special servicer, Pentalpha Surveillance LLC, as operatingadvisor, and U.S. Bank National Association, as trustee, certificateadministrator and custodian, relating to the BACM 2015-UBS7 securitizationtransaction, pursuant to which the WPC Department Store Portfolio Mortgage Loanis serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of August 1, 2015, between CreditSuisse First Boston Mortgage Securities Corp., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC,as operating advisor, Wells Fargo Bank, National Association, as certificateadministrator, and Wells Fargo Bank, National Association, as trustee, relatingto the CSAIL 2015-C3 securitization transaction, pursuant to which the Cape MayHotels Mortgage Loan and the Charles River North Mortgage Loan are serviced(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K filed onDecember 14, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of May 1, 2016, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer, ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, Wells Fargo Bank, National Association, as custodian, certificateadministrator, certificate registrar and authenticating agent, and WilmingtonTrust, National Association, as trustee., relating to the MSBAM 2016-C29securitization transaction, pursuant to which the Gulfport Premium OutletsMortgage Loan was serviced from 5/5/16 to 12/31/16 (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of June 1, 2016, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent, and Wilmington Trust, National Association, as trustee., relating to theBACM 2016-UBS10 securitization transaction, pursuant to which the Grove CityPremium Outlets Mortgage Loan was serviced from 6/7/16 to 12/31/16 (filed asExhibit 4.5 to the registrant's Current Report on Form 8-K filed on June 13,2016 under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(31)Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

| 33.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                   |
| 33.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                                |
| 33.4 Rialto Capital  Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                      |
| 33.5 Situs Holdings, LLC, as  Operating Advisor                                                                                                                                                                                                                                                                              |
| 33.6 Wells Fargo Bank,  National Association, as Master Servicer under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                              |
| 33.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the BACM  2016-UBS10 securitization, pursuant to which the following mortgage loans  were serviced: Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                      |
| 33.8 National Tax Search, LLC,  as Servicing Function Participant under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16)                                                                                             |
| 33.9 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.6)                                                                              |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  33.3)                                                  |
| 33.11 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  33.7)                                                    |
| 33.12 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.8)                                                                            |
| 33.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  BACM 2015-UBS7 securitization, pursuant to which the following mortgage loans  were serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 33.3)                                         |
| 33.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 33.3) |
| 33.15 Rialto Capital  Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 33.4)                                                                                   |
| 33.16 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.4)                                                                                      |
| 33.17 Rialto Capital Advisors,  LLC, as Special Servicer under the CSAIL 2015-C3 securitization, pursuant to  which the following mortgage loans were serviced: Cape May Hotels (from  1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to 10/13/16)  (see Exhibit 33.4)                                       |
| 33.18 Wells Fargo Bank,  National Association, as Custodian under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 33.2)                                                                                |
| 33.19 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.2)                                                                                   |
| 33.20 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16) (see Exhibit 33.2)                                    |

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

| 34.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                   |
| 34.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                                |
| 34.4 Rialto Capital  Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                      |
| 34.5 Situs Holdings, LLC, as  Operating Advisor                                                                                                                                                                                                                                                                              |
| 34.6 Wells Fargo Bank, National  Association, as Master Servicer under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16)                                                                                              |
| 34.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the BACM  2016-UBS10 securitization, pursuant to which the following mortgage loans  were serviced: Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                      |
| 34.8 National Tax Search,  LLC, as Servicing Function Participant under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                             |
| 34.9 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.6)                                                                              |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  34.3)                                                  |
| 34.11 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  34.7)                                                    |
| 34.12 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.8)                                                                            |
| 34.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the BACM  2015-UBS7 securitization, pursuant to which the following mortgage loans were  serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 34.3)                                         |
| 34.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 34.3) |
| 34.15 Rialto Capital Advisors,  LLC, as Special Servicer under the BACM 2016-UBS10 securitization, pursuant  to which the following mortgage loans were serviced: Grove City Premium  Outlets (from 6/7/16 to 12/31/16) (see Exhibit 34.4)                                                                                   |
| 34.16 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.4)                                                                                      |
| 34.17 Rialto Capital  Advisors, LLC, as Special Servicer under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  10/13/16) (see Exhibit 34.4)                                       |
| 34.18 Wells Fargo Bank, National  Association, as Custodian under the BACM 2016-UBS10 securitization, pursuant  to which the following mortgage loans were serviced: Grove City Premium  Outlets (from 6/7/16 to 12/31/16) (see Exhibit 34.2)                                                                                |
| 34.19 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.2)                                                                                   |
| 34.20 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16) (see Exhibit 34.2)                                    |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                  |
| 35.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                               |
| 35.4 Rialto Capital Advisors,  LLC, as Special Servicer                                                                                                                                                                                                                                                                     |
| 35.5 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  35.3)                                                  |
| 35.6 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  BACM 2015-UBS7 securitization, pursuant to which the following mortgage loans  were serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 35.3)                                         |
| 35.7 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 35.3) |
| 35.8 Rialto Capital  Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization, pursuant  to which the following mortgage loans were serviced: Grove City Premium  Outlets (from 6/7/16 to 12/31/16)                                                                                                      |
| 35.9 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization, pursuant  to which the following mortgage loans were serviced: Gulfport Premium Outlets  (from 5/5/16 to 12/31/16)                                                                                                         |
| 35.10 Rialto Capital  Advisors, LLC, as Special Servicer under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  10/13/16)                                                         |
| 35.11 Wells Fargo Bank,  National Association, as Custodian under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16)                                                                                                  |
| 35.12 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport Premium  Outlets (from 5/5/16 to 12/31/16)                                                                                                     |
| 35.13 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16)                                                      |

 

(99.1)Mortgage Loan Purchase Agreement, dated December 2, 2015, between MorganStanley Capital I Inc. and UBS Real Estate Securities Inc. (filed as Exhibit99.1 to the registrant's Current Report on Form 8-K filed on December 14, 2015under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 2, 2015, between MorganStanley Capital I Inc. and Bank of America, National Association (filed as Exhibit99.2 to the registrant's Current Report on Form 8-K filed on December 14, 2015under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 2, 2015, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.3 to the registrant's Current Report on Form 8-K filed on December14, 2015 under SEC File No. 333-180779-21 and incorporated by referenceherein).

 

(99.4)Agreement Between Note Holders, dated as of August 18, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, and UBS Real Estate Securities Inc., asInitial Note A-3 Holder, relating to the WPC Department Store Portfolio loancombination (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of August 18, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-2 Holder, relating to the Cape May Hotelsloan combination (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of September 15, 2015, between WellsFargo Bank, National Association, as trustee for the benefit of the holders ofthe CSAIL 2015-C3 Mortgage Trust commercial mortgage pass-through certificates,as Note A-1 Holder and Note A-2 Holder, UBS Real Estate Securities Inc., asNote A-3-1 Holder and Note A-3-2 Holder, and Prima Mortgage Investment Trust,LLC, as Junior Noteholder, relating to the Charles River Plaza North loancombination (filed as Exhibit 99.6 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 and incorporatedby reference herein).

 

(99.7)Agreement Between Note Holders, dated as of December 15, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, and UBS Real Estate Securities Inc., as Initial Note A-4Holder, relating to the 525 Seventh Avenue loan combination (filed as Exhibit99.7 to the registrant's Current Report on Form 8-K/A filed on December 15,2015 under SEC File No. 333-180779-21 and incorporated by reference herein), asamended and restated pursuant to that certain Amended and Restated AgreementBetween Note Holders, dated as of March 8, 2016, between UBS Real EstateSecurities Inc., as Initial Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as trustee for the benefit of the holders of the Morgan StanleyCapital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,Series 2015-UBS8, as Initial Note A-2 Holder, UBS Real Estate Securities Inc.,as Initial Note A-3 Holder, UBS Real Estate Securities Inc., and as InitialNote A-4 Holder (filed as Exhibit 99.12 to the registrant's Current Report onForm 8-K filed on March 14, 2016 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of November 5, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, and Bank of America, N.A., as Initial Note A-4 Holder,relating to the Ellenton Premium Outlets loan combination (filed as Exhibit99.8 to the registrant's Current Report on Form 8-K/A filed on December 15,2015 under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as of November 5, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder,and Bank of America, N.A., as Initial Note A-5 Holder, relating to the GroveCity Premium Outlets loan combination (filed as Exhibit 99.9 to the registrant'sCurrent Report on Form 8-K/A filed on December 15, 2015 under SEC FileNo.333-180779-21 and incorporated by reference herein), as amended and restatedpursuant to that certain Amended and Restated Agreement Between Note Holders,dated as of March 8, 2016, between Wells Fargo Bank, National Association, astrustee for the benefit of the holders of the Morgan Stanley Capital I Trust2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, asInitial Note A-1 Holder, UBS Real Estate Securities Inc., as Initial Note A-2Holder, UBS Real Estate Securities Inc., as Initial Note A-3 Holder, UBS RealEstate Securities Inc., as Initial Note A-4 Holder, and Bank of America, N.A.,as Initial Note A-5 Holder (filed as Exhibit 99.11 to the registrant's CurrentReport on Form 8-K filed on March 14, 2016 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as of November 5, 2015, between Bank ofAmerica, N.A., as Initial Note A-1 Holder, UBS Real Estate Securities Inc., asInitial Note A-2 Holder, and UBS Real Estate Securities Inc., as Initial NoteA-3 Holder, relating to the Gulfport Premium Outlets loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K/A filed onDecember 15, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date:March 31, 2017

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of December 1, 2015, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, Rialto Capital Advisors, LLC,as special servicer, Situs Holdings, LLC, as trust advisor, and Wells FargoBank, National Association, as trustee, certificate administrator, certificateregistrar, authenticating agent and custodian (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K/A filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September 1, 2015, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer, LNRPartners, LLC, as special servicer, Pentalpha Surveillance LLC, as operatingadvisor, and U.S. Bank National Association, as trustee, certificateadministrator and custodian, relating to the BACM 2015-UBS7 securitizationtransaction, pursuant to which the WPC Department Store Portfolio Mortgage Loanis serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of August 1, 2015, between CreditSuisse First Boston Mortgage Securities Corp., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC,as operating advisor, Wells Fargo Bank, National Association, as certificateadministrator, and Wells Fargo Bank, National Association, as trustee, relatingto the CSAIL 2015-C3 securitization transaction, pursuant to which the Cape MayHotels Mortgage Loan and the Charles River North Mortgage Loan are serviced(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K filed onDecember 14, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of May 1, 2016, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer, ParkBridge Lender Services LLC, as operating advisor and asset representationsreviewer, Wells Fargo Bank, National Association, as custodian, certificateadministrator, certificate registrar and authenticating agent, and WilmingtonTrust, National Association, as trustee., relating to the MSBAM 2016-C29securitization transaction, pursuant to which the Gulfport Premium OutletsMortgage Loan was serviced from 5/5/16 to 12/31/16 (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of June 1, 2016, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent, and Wilmington Trust, National Association, as trustee., relating to theBACM 2016-UBS10 securitization transaction, pursuant to which the Grove CityPremium Outlets Mortgage Loan was serviced from 6/7/16 to 12/31/16 (filed asExhibit 4.5 to the registrant's Current Report on Form 8-K filed on June 13,2016 under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(31)Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

| 33.1 Wells Fargo Bank, National   Association, as Certificate Administrator                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 33.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                   |
| 33.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                                |
| 33.4 Rialto Capital  Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                      |
| 33.5 Situs Holdings, LLC, as  Operating Advisor                                                                                                                                                                                                                                                                              |
| 33.6 Wells Fargo Bank,  National Association, as Master Servicer under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                              |
| 33.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the BACM  2016-UBS10 securitization, pursuant to which the following mortgage loans  were serviced: Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                      |
| 33.8 National Tax Search,  LLC, as Servicing Function Participant under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                             |
| 33.9 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.6)                                                                              |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  33.3)                                                  |
| 33.11 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  33.7)                                                    |
| 33.12 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.8)                                                                            |
| 33.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  BACM 2015-UBS7 securitization, pursuant to which the following mortgage loans  were serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 33.3)                                         |
| 33.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 33.3) |
| 33.15 Rialto Capital  Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 33.4)                                                                                   |
| 33.16 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 33.4)                                                                                      |
| 33.17 Rialto Capital  Advisors, LLC, as Special Servicer under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  10/13/16) (see Exhibit 33.4)                                       |
| 33.18 Wells Fargo Bank,  National Association, as Custodian under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 33.2)                                                                                |
| 33.19 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2016-C29 securitization, pursuant  to which the following mortgage loans were serviced: Gulfport Premium Outlets  (from 5/5/16 to 12/31/16) (see Exhibit 33.2)                                                                                   |
| 33.20 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16) (see Exhibit 33.2)                                    |

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

| 34.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 34.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                   |
| 34.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                                |
| 34.4 Rialto Capital  Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                      |
| 34.5 Situs Holdings, LLC, as  Operating Advisor                                                                                                                                                                                                                                                                              |
| 34.6 Wells Fargo Bank,  National Association, as Master Servicer under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                              |
| 34.7 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the BACM  2016-UBS10 securitization, pursuant to which the following mortgage loans were  serviced: Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                      |
| 34.8 National Tax Search,  LLC, as Servicing Function Participant under the BACM 2016-UBS10  securitization, pursuant to which the following mortgage loans were serviced:  Grove City Premium Outlets (from 6/7/16 to 12/31/16)                                                                                             |
| 34.9 Wells Fargo Bank,  National Association, as Master Servicer under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.6)                                                                              |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  34.3)                                                  |
| 34.11 CoreLogic Commercial  Real Estate Services, Inc., as Servicing Function Participant under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  34.7)                                                    |
| 34.12 National Tax Search,  LLC, as Servicing Function Participant under the MSBAM 2016-C29  securitization, pursuant to which the following mortgage loans were serviced:  Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.8)                                                                            |
| 34.13 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  BACM 2015-UBS7 securitization, pursuant to which the following mortgage loans  were serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 34.3)                                         |
| 34.14 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 34.3) |
| 34.15 Rialto Capital  Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 34.4)                                                                                   |
| 34.16 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.4)                                                                                      |
| 34.17 Rialto Capital  Advisors, LLC, as Special Servicer under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  10/13/16) (see Exhibit 34.4)                                       |
| 34.18 Wells Fargo Bank,  National Association, as Custodian under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16) (see Exhibit 34.2)                                                                                |
| 34.19 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit 34.2)                                                                                   |
| 34.20 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16) (see Exhibit 34.2)                                    |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                                                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2 Wells Fargo Bank,  National Association, as Custodian                                                                                                                                                                                                                                                                  |
| 35.3 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer                                                                                                                                                                                                                               |
| 35.4 Rialto Capital  Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                     |
| 35.5 Midland Loan Services,  a Division of PNC Bank, National Association, as Sub-Servicer under the MSBAM  2016-C29 securitization, pursuant to which the following mortgage loans were  serviced: Gulfport Premium Outlets (from 5/5/16 to 12/31/16) (see Exhibit  35.3)                                                  |
| 35.6 Midland Loan Services, a  Division of PNC Bank, National Association, as Master Servicer under the BACM  2015-UBS7 securitization, pursuant to which the following mortgage loans were  serviced: WPC Department Store Portfolio (from 1/1/16 to 12/31/16) (see  Exhibit 35.3)                                         |
| 35.7 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  CSAIL 2015-C3 securitization, pursuant to which the following mortgage loans  were serviced: Cape May Hotels (from 1/1/16 to 12/31/16) and Charles River  Plaza North (from 1/1/16 to 12/31/16) (see Exhibit 35.3) |
| 35.8 Rialto Capital  Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16)                                                                                                      |
| 35.9 Rialto Capital  Advisors, LLC, as Special Servicer under the MSBAM 2016-C29 securitization,  pursuant to which the following mortgage loans were serviced: Gulfport  Premium Outlets (from 5/5/16 to 12/31/16)                                                                                                         |
| 35.10 Rialto Capital  Advisors, LLC, as Special Servicer under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  10/13/16)                                                         |
| 35.11 Wells Fargo Bank,  National Association, as Custodian under the BACM 2016-UBS10 securitization,  pursuant to which the following mortgage loans were serviced: Grove City  Premium Outlets (from 6/7/16 to 12/31/16)                                                                                                  |
| 35.12 Wells Fargo Bank, National  Association, as Custodian under the MSBAM 2016-C29 securitization, pursuant  to which the following mortgage loans were serviced: Gulfport Premium Outlets  (from 5/5/16 to 12/31/16)                                                                                                     |
| 35.13 Wells Fargo Bank,  National Association, as Custodian under the CSAIL 2015-C3 securitization,  pursuant to which the following mortgage loans were serviced: Cape May Hotels  (from 1/1/16 to 12/31/16) and Charles River Plaza North (from 1/1/16 to  12/31/16)                                                      |

 

(99.1)Mortgage Loan Purchase Agreement, dated December 2, 2015, between MorganStanley Capital I Inc. and UBS Real Estate Securities Inc. (filed as Exhibit99.1 to the registrant's Current Report on Form 8-K filed on December 14, 2015under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 2, 2015, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K filed on December14, 2015 under SEC File No. 333-180779-21 and incorporated by referenceherein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 2, 2015, between MorganStanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filedas Exhibit 99.3 to the registrant's Current Report on Form 8-K filed onDecember 14, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(99.4)Agreement Between Note Holders, dated as of August 18, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, and UBS Real Estate Securities Inc., asInitial Note A-3 Holder, relating to the WPC Department Store Portfolio loancombination (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of August 18, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-2 Holder, relating to the Cape May Hotelsloan combination (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of September 15, 2015, between WellsFargo Bank, National Association, as trustee for the benefit of the holders of theCSAIL 2015-C3 Mortgage Trust commercial mortgage pass-through certificates, asNote A-1 Holder and Note A-2 Holder, UBS Real Estate Securities Inc., as NoteA-3-1 Holder and Note A-3-2 Holder, and Prima Mortgage Investment Trust, LLC,as Junior Noteholder, relating to the Charles River Plaza North loancombination (filed as Exhibit 99.6 to the registrant's Current Report on Form8-K filed on December 14, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated as of December 15, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, and UBS Real Estate Securities Inc., as Initial Note A-4Holder, relating to the 525 Seventh Avenue loan combination (filed as Exhibit99.7 to the registrant's Current Report on Form 8-K/A filed on December 15,2015 under SEC File No. 333-180779-21 and incorporated by reference herein), asamended and restated pursuant to that certain Amended and Restated AgreementBetween Note Holders, dated as of March 8, 2016, between UBS Real EstateSecurities Inc., as Initial Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as trustee for the benefit of the holders of the Morgan StanleyCapital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,Series 2015-UBS8, as Initial Note A-2 Holder, UBS Real Estate Securities Inc.,as Initial Note A-3 Holder, UBS Real Estate Securities Inc., and as InitialNote A-4 Holder (filed as Exhibit 99.12 to the registrant's Current Report onForm 8-K filed on March 14, 2016 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of November 5, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, and Bank of America, N.A., as Initial Note A-4 Holder,relating to the Ellenton Premium Outlets loan combination (filed as Exhibit99.8 to the registrant's Current Report on Form 8-K/A filed on December 15,2015 under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as of November 5, 2015, between UBS RealEstate Securities Inc., as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder,and Bank of America, N.A., as Initial Note A-5 Holder, relating to the GroveCity Premium Outlets loan combination (filed as Exhibit 99.9 to theregistrant's Current Report on Form 8-K/A filed on December 15, 2015 under SECFile No.333-180779-21 and incorporated by reference herein), as amended andrestated pursuant to that certain Amended and Restated Agreement Between NoteHolders, dated as of March 8, 2016, between Wells Fargo Bank, National Association,as trustee for the benefit of the holders of the Morgan Stanley Capital I Trust2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, asInitial Note A-1 Holder, UBS Real Estate Securities Inc., as Initial Note A-2Holder, UBS Real Estate Securities Inc., as Initial Note A-3 Holder, UBS RealEstate Securities Inc., as Initial Note A-4 Holder, and Bank of America, N.A.,as Initial Note A-5 Holder (filed as Exhibit 99.11 to the registrant's CurrentReport on Form 8-K filed on March 14, 2016 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as of November 5, 2015, between Bank ofAmerica, N.A., as Initial Note A-1 Holder, UBS Real Estate Securities Inc., as InitialNote A-2 Holder, and UBS Real Estate Securities Inc., as Initial Note A-3Holder, relating to the Gulfport Premium Outlets loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K/A filed onDecember 15, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).